An unusual type of virus has been isolated from larvae of the cabbage looper, Trichoplusia ni (Lepidoptera; Noctuidae). The virus infects a variety of tissues, including fat body, epidermis, and tracheal matrix, causing a chronic, fatal disease. Viral replication begins in the nucleus and is accompanied by invagination of the nuclear envelope and extensive nuclear and cellular hypertrophy. The nuclear envelope eventually ruptures and fragments, after which viral-induced membranes are assembled along planes through the cell and around its periphery. Subsequently, these membranes coalesce, partitioning most of the cell, including viroplasms and virions in various stages of assembly, among a cluster of vesicles. The vesicles dissociate and are liberated into the hemolymph where they accumulate in large numbers (>10(8) vesicles per ml), causing the blood to become opaque white. The virus has been isolated from T. ni and transmitted per os and by injection to T. ni and several other species of the family Noctuidae. The virions produced by this virus are large (ca. 130 x 400 nm), enveloped, and allantoid in shape with complex symmetry and contain apparently linear, double-stranded DNA of M(r) of approximately 1.00 x 10(8). The envelope contains subunits arranged in a hexagonal pattern that impart a distinctive reticular appearance to virions in negatively stained preparations. The unique structural and developmental properties of this virus indicate that it is a member of a group of enveloped, double-stranded DNA viruses not observed previously.